Please read this Agreement carefully before accessing or using the Website. By accessing or using any part of the Website, You agree to become bound by the terms and conditions of this agreement.
If You do not agree to all the terms and conditions of this agreement, then You may not access the Website or use any services.
If these terms and conditions are considered an offer by Sorcly, acceptance is expressly limited to these terms. The Website is available only to individuals who are at least 18 years old.
Sorcly is not the owner, holder or distributor of any products or services created or rendered by the Users of the Platform. Sorcly does not represent either the Manufacturer or Customer in specific User transactions (“User to User Agreements”).
Sorcly does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered by Users on the Website or the ability of the Users to complete an order, Proposal and/or payments.
All content processed through the Sorcly Website is monitored by us. Your personal information may be stored by us for use by third parties in line with the GDPR.
Effective date: 17.04.2020
1.1. Ftrend Intel Pvt Limited is a company registered in the India
1.2. Sorcly provides an online Platform with url: http://sorcly.com for clothing brand owners to connect with clothing manufacturers in order to manufacture clothing under Your brand.
1.3. The Sorcly website facilitates the relationship between clothing brand owners (Customers) and Manufacturers as follows:
1.3.1 to identify and determine the products and services available to both Customers and Manufacturers (Users);
1.3.2 to connect Manufacturers with potential Customers;
1.3.3 to publish and make available Manufacturers’ catalogues of products and services;
1.3.4 to facilitate the placing of orders of products by Customers; through confirming pricing of products, ensuring that an agreement is concluded for the delivery of the products and services between the Customer and the Manufacturer (User to User Agreement);
1.3.5 to ensure that payment is facilitated between the Users safely through holding funds in an escrow account until confirmation of completion of the transaction between the Customer and the Manufacturer.
1.3.6 making payment on behalf of the Customer, out of the funds held in escrow, to the Manufacturer on the Customer’s instruction.
2.1. “Confidential Information” means all private, business or technical information of Sorcly and/or the User, whether it is received, accessed or viewed by other Users in writing, visually, electronically or in any other way. Confidential Information includes, without limitation, individual identification and sensitive data, intellectual property, technical information, marketing and business plans, databases, prices, quotations, quotes, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential Customers or projects, techniques, inventions, discoveries, know-how and trade secrets. "Confidential Information" also includes all such business or technical information of any third party that is in the possession of Sorcly or/and User. Notwithstanding the foregoing, any information disclosed by the User will be considered Confidential Information, only if such information is conspicuously designated as "Confidential" or "Proprietary" or would reasonably be regarded as being of a confidential nature, or if provided visually, is identified as confidential at the time of disclosure, or would reasonably be regarded as being of a confidential nature;
2.2 “Customer” means any registered User using the Website, to seek and receive products (services) offered by the Manufacturers on the basis of design or idea/vision of a product/service;
2.3 “GDPR” means the General Data Protection Regulation 2016/679 as amended;
2.4 “Intellectual Property Rights” means including without limitation, information relating to the pricing of the products and services provided to the Customer under this Agreement, the Manufacturers’ products and services, operations, prospects, know-how, design rights, trade secrets, raw data information, client information, market opportunities and/or business affairs and any other information which ought reasonably to be regarded as confidential irrespective of how they were marked or provided;
2.5 “Manufacturer” means registered User using the Website to offer, discuss, render and sell free or paid services and products to Customers and other Users;
2.6 “Payment Method” means payment made with a valid payment card issued by a bank (Credit/Debit card), or other financial institution, who is authorized to issue payment cards as acceptable to Sorcly, or any other method of payment which Sorcly may accept from time to time in its sole discretion;
2.7 “Platform” means www.sorcly.com / https://sorcly.com and/or any of its sub-domains or syntax analogues and the tools and functions provided by the Website to manage information or interact with other Users of the Website, according to these Terms and Conditions, Additional agreements, their changes, updates and amendments;
2.8 “Service Fee” means the payment due to Sorcly by a User / You for use of the Platform according to these Terms and Conditions, Additional Agreements, or their changes, amendments or updates. These fees may include but are not limited to Commission Fees, Withdrawal fees, Subscription Fees, Service Fees or other fees applicable. All Service fee payments are NON-REFUNDABLE and due immediately on sign-on irrespective of how the deal proceeds or if a dispute arises between the User and Manufacturer;;
2.9 “Sorcly Payment System” means the Sorcly designated payment system provided by third party provider, such as but not limited to “TransferWise”, “Stripe”, “PayPal”, “Payoneer”, connected to the Platform, and used by Users to make payments in accordance with the “User to User Agreements” and to pay Sorcly Service, Subscription and Commission Fees.
2.10 “User”, “You”, “Your” means any person, individual or legal entity, visiting and using the Website, Platform, their services and/or any of their subdomains;
2.11 “User to User Agreement” means an agreement between Manufacturer and Customer on price, performance, provision and receipt of Manufacturers’ services;
2.12 “User Content” means any information, text, images, video, visual data, posts, comments, revisions, or other information that Users provide, post, send, submit, display, distribute, disclose or any other way use and display on the Platform or/and Website;
2.13 “Website” means www.sorcly.com / https://sorcly.com and/or any of its sub-domains or syntax analogues;
3.1 The following terms and conditions govern all use of the Sorcly website and all content, services and products available at or through the website (taken together, the Website). The Website is owned and operated by Sorcly;
4. USERS - YOUR Sorcly ACCOUNT AND PLATFORM /THE WEBSITE.
4.1 The Sorcly Platform is an online web-based tool for Users (individuals, legal entities, brand owners or fashion freelance specialists) to provide their services, a means of communication and project management, in order to fulfil any stage of creation of products, starting from an idea or visualization to manufacturing of the final product;
4.2 Customers may search for the appropriate services of Manufacturers; post design projects (any development stage – from idea to completely crafted design); discuss and accept Manufacturers’ offers and services; discuss and accept the “User to User Agreement” terms with the Manufacturer and make payments via the Platform in accordance with the “User to User Agreement”;
4.3 Manufacturers may post information on services provided as well as production catalogues; view and discuss the orders with Customers; offer services to Customers; discuss and accept the “User to User Agreement” terms with the Customer and be paid according to the “User to User Agreement”;
4.4 If You create an account on the Website, You are responsible for maintaining the security of Your account, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with the account;
4.5 A User Account created by You shall be confirmed only once documentation verifying your identity (as required by Sorcly from time to time) is provided, which may include any documentation reasonably required by Sorcly including images, video calls, credit references, bank statements, company information and the like;
4.6 You may not share a User Account with other persons or allow multiple/various Users to use Your User Account. You hereby agree that Sorcly shall not be liable for any direct, indirect, punitive, incidental or consequential, actual, special, damages or any damages whatsoever arising from the Your failure to comply with this clause;
4.7 You have to notify Sorcly immediately of any unauthorized use of Your User Account, Login or Password or any other violation of Your security;
4.8 You must not act in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Sorcly may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Sorcly liability;
4.9 Sorcly will not be liable for any acts or omissions by You, including any damages of any kind incurred because of such acts or omissions;
4.10 Customers and Manufacturers bear the risk of conducting adequate due diligence reviews on each other prior to entering into a User to User Agreement and Sorcly accepts no responsibility for any contractual disputes or breaches which may result from User to User Agreements. This will include wrong orders, bad quality or anything else;
4.11 You hereby confirm that You are duly warned and informed that You may be at risk of dealing with persons acting in bad faith, malicious intense, fallacy, delusion, or fraud. Sorcly cannot and is not liable or responsible for confirming and validating each User’s identity, for lawfulness, accuracy, correctness, validity, reliability, and or completeness of any information provided by Users;
4.12 Customers and Manufacturers may not engage in ANY TYPE OF COMMUNICATION OUTSIDE OF the Platform with each other. This includes but is not limited to e-mail, text messages, Whatsapp or any other means of communication. Any such direct communications will constitute a material breach of these terms allowing Sorcly to cancel these terms, terminate their account and/or refuse them as users in future at its sole discretion. You are encouraged to advise Sorcly immediately if the other party encourages such communications. Where Users elect to proceed with their transactions outside of the Sorcly Platform nonetheless, Users will still remain liable for all fees due in terms of clause 7.3.
5. MANUFACTURERS - RESPONSIBILITY OF CONTRIBUTORS.
5.1 If You post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (Content), You are entirely responsible for such Content and any harm resulting from that Content, regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software;
5.2 By making Content available, You represent and warrant that:
5.2.1 the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
5.2.2 if a third party has rights to intellectual property You make available by means of the Website, You must have:
126.96.36.199 received permission from such third party to post or make available the Content, (including but not limited to any software), or
188.8.131.52 secured from such third party a waiver as to all rights in or to the Content;
184.108.40.206 fully complied with any third-party licenses relating to the Content;
220.127.116.11 done all things necessary to successfully pass through to end users any required terms.
5.3 You shall also ensure that:
5.3.1 the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
5.3.2 the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third-party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
5.3.3 the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
5.3.4 the Content does not mislead anyone into thinking that You are another person or company.
5.4 By submitting Content to Sorcly for inclusion in its website, You grant Sorcly a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting Your services;
5.5 Without limiting any of those representations or warranties, Sorcly has the right (though not the obligation) to, in Sorcly's sole discretion (i) refuse or remove any content that, in Sorcly's reasonable opinion, violates any Sorcly policy or is in any way harmful or objectionable, or (ii) terminate or deny access to use of the Website to any individual or entity for any reason, in Sorcly's sole discretion. Sorcly will refund a Customer in line with its refund rights (less any amounts owing to Sorcly), within 5 (five) days of receipt of such request.
5.6 Sorcly shall conduct verification and due refence checks on You periodically. These checks may be made by requesting You to provide documentation or conduct interviews with Sorcly or by monitoring your ratings on the website by Customers. If you do not cooperate with any requests which are required to perform this verification, your User account may be blocked by Sorcly.
5.7 Sorcly shall have the sole discretion to hold back payment to Manufacturers for up to 30 days where such Manufacturers have not been rated favourably, have no rating yet, all first time transactions on the Platform and/or where the order is of a large quantity (orders above £2,000.00), until Customers have confirmed that they are satisfied with the quality of the order, which the Manufacturer accepts.
6.1 General Terms
By selecting a product or service, You agree to pay Sorcly the Service Fees indicated (additional payment terms may be included in other/further communications). 6.2 Payment Methods
18.104.22.168 You shall be required to make payment via a valid payment (Credit/Debit) card, issued by a bank, or other financial institution, who is authorised to issue payment cards and is acceptable to Sorcly,
22.214.171.124 You may also make use of the Sorcly Payment System as designated by Sorcly from time to time; or
126.96.36.199 any other method of payment, may be accepted by Sorcly in writing from time to time in its sole discretion;
188.8.131.52 Payments are not refundable.
6.3 Payments by Customers and to Manufacturers
6.3.1 Manufacturers shall ensure that quotations for services are as near accurate as possible when included in the User to User Agreement;
6.3.2 The Customer is to pay the sum quoted in the Proposal Agreement, in accordance with the Sorcly Payment Methods set out in clause 6;
6.3.3 Sorcly will not be held accountable to Users for any delays and similarly will not apply any discounts to payment to Manufactures for such delays or defects of any nature in orders;
6.3.4 Manufacturers shall not begin to render any services until it is confirmed that the full amount required from a Customer has been paid into the Sorcly Escrow account;
6.3.5 A Manufacturer should ensure that it grants reasonable rights of return and warranty in line with current laws in the territory of the United Kingdom and accepted trade practice in the industry, taking into account the unique nature of the orders however.
6.3.6 Where it becomes apparent that an adjustment in the initial quotation for services is required, such adjustment will be made by notifying Sorcly thereof and where there is a shortfall in the amount paid by the Customer, the Customer shall immediately pay such additional amount into the Escrow account;
6.3.7 Once an Invoice is raised and paid by the Customer via the Sorcly Platform, Sorcly is eligible to deduct its fee from the amount and will, within 5 (five) banking days, charge the Escrow handling fee from that payment amount;
6.3.8 The balance remaining in the Escrow account shall be paid to the Manufacturer within 5 (five) banking days from the day a Customer has authorised the payment on the Sorcly system.
6.3.9 In the event that the Manufacturer requests payment and the Customer is advised by Sorcly of such request, but ignores and/or omits to give an instruction of payment to Sorcly or otherwise within 7 (seven) days of such request, Sorcly shall have the right to release payment to the value of the Manufacturer’s request to the Manufacturer, without any liability to the Customer.
In consideration of the Platform services provided by Sorcly, Users shall pay Sorcly Service fees, Commissions and Escrow fees (as the case requires), according to the rates and terms listed in herein and or as in Additional Agreement:
7.1 Service Fees:
7.1.1 Service fees and Subscription fees shall be charged at the rate quoted on sign-up or at the relevant subscription plan page https://sorcly.com
184.108.40.206 All Subscription fees are non refundable.
220.127.116.11 Users may be granted a Subscription free trial period, at the end of which, is the user has not taken action to unsubscribe or cancel the subscription the user will be charged the full Subscription plan amount which is not refundable or reversible.
18.104.22.168 Any technical issues, glitches or bugs on Sorcly platform for users on a Subscription plan cannot serve as a reason for refunds, deductions or discounts to the user.
7.1.2 Sorcly reserves the right to change the terms related to the rates and application of Service Fees at any time.
7.1.3 All Service fees payments are NON-REFUNDABLE and will be a first charge against any monies held in Escrow or the stored provided payment method such as credit or debit bank card.
7.1.4 Service fees shall include all state, and/or other governmental sales, goods and services, value-added, harmonized or other taxes, fees or charges applied to Sorcly.
In addition to Service fees, Manufacturers may be required to pay Sorcly a Commission fee, according to terms and conditions of the “Additional Agreement for Manufacturers”.
8. DISPUTES BETWEEN USERS.
8.1 If requested by either the Customer or the Manufacturer, Sorcly may exercise its discretion in assisting and consulting with Users in resolving any disputes between Users where both Users agree to involve Sorcly in the dispute resolution process. Any involvement by Sorcly is purely in an attempt to assist Parties.
8.2 On notification of a dispute, Sorcly may request Users involved in the dispute to provide supporting documents. Sorcly will not be in any way be liable for documentation which is not authentic, accurate, up to date, complete and lawful.
8.3 The Users will be required to acknowledge their understanding and agreement, that Sorcly is not a judicial or arbitration institution and will provide assistance only in an effort to facilitate resolution of the dispute. Its determinations will not be binding on the parties.
8.4 If You involve Sorcly to settle any dispute with another User, Sorcly is not and will not be liable for any special, direct, indirect, exemplary, punitive, incidental or consequential damages or any damages whatsoever, including, but not limited to loss of profit, which may arise in connection with any opinion, decision, assistance etc, given to You by Sorcly.
8.5 No information or advice provided by Sorcly and its representatives, including, without limitation Sorcly’s directors, members of the board, shareholders, officers, employees, agents, authorised persons and (sub) contractors, whether directly or indirectly, will constitute personal, legal or financial advice or create a warranty, condition or representation of any kind with respect to this Website or the Platform or its services found at this Website. You should consult an appropriate professional advisor.
9. COPYRIGHT INFRINGEMENT AND DMCA POLICY.
9.1 As Sorcly asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If You believe that material located on or linked to by Sorcly violates Your copyright, You are encouraged to notify Sorcly in accordance with Sorcly's Digital Millennium Copyright Act ("DMCA") Policy. Sorcly will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material.
9.2 Sorcly will terminate a User's access to and use of the Website if, under appropriate circumstances, the User is determined to be a repeat infringer of the copyrights or other intellectual property rights of Sorcly or others in Sorcly’s sole discretion.
9.3 In the case of such termination, Sorcly will have no obligation to provide a refund of any amounts previously paid to Sorcly.
10. INTELLECTUAL PROPERTY.
This Agreement does not transfer from Sorcly to You any Sorcly or third-party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Sorcly. The Sorcly logo, and all other trademarks, service marks, graphics and logos used in connection with Sorcly, or the website are trademarks or registered trademarks of Sorcly or Sorcly's licensors. Other trademarks, service marks, graphics and logos used in connection with the website may be the trademarks of other third parties. Your use of the website grants You no right or license to reproduce or otherwise use any Sorcly or third-party trademarks.
11.1 Sorcly reserves the right, at its sole discretion, to modify or replace any part of this Agreement. It is Your responsibility to check this Agreement periodically for changes. Your continued use of or access to the Website following the posting of any changes to this Agreement constitutes acceptance of those changes.
11.2 Sorcly may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms and conditions of this Agreement.
12.1 Sorcly may terminate Your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. If You wish to terminate this Agreement or Your Sorcly account (if You have one), You may simply discontinue using the Website.
12.2 Notwithstanding the above, if You have entered into a User to User Agreement, such account will only be terminated by Sorcly if You have paid the fees in terms of this agreement.
12.3 If you terminate the User to User agreement for any reason, Your obligations in terms of this agreement shall not automatically be discharged. You will still be liable to pay Sorcly's Service and other Fees depending on the reasons for the termination of the User to User Agreement. You shall therefore notify Sorcly in writing of such termination, setting out the reasons therefore.
12.4 All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
13. DISCLAIMER OF WARRANTIES.
13.1 Sorcly is not the owner, holder or distributor of any products or services created or rendered by the Users of the Platform. Sorcly does not represent either the Manufacturer or Customer in specific Users transactions (“User to User Agreements”).
13.2 Sorcly does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the products or services offered by Users on the Website or the ability of the Users to complete an order, Services, Proposal and/or payments.
13.3 The Website is provided "as is". Sorcly and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement.
13.4 Neither Sorcly nor its suppliers and licensors, makes any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted.
13.5 You understand that You download from, or otherwise obtain content or transact through, the Website at Your own discretion and risk.
14. LIMITATION OF LIABILITY.
14.1 Sorcly shall not be held responsible for any breaches of User to User Agreements, including, but not limited with unsatisfactory quality, defects, delays, wrong calculations, violation of warranty, and any violation of copyright, intellectual property etc.
14.2 Sorcly does not introduce Users to each other and does not participate in concluding User to User Agreements. Users select to transact with each other without any intervention, inducement or encouragement from Sorcly and do so at their own risk;
14.3 Sorcly in its sole discretion may develop and provide Website and Platform updates, upgrades, bug fixes or patches or error corrections. Such changes may result in modification or deletion of certain features, data or functionality. With any of such changes and updates Sorcly does not guarantee to maintain, keep or update particular functions or functionality of the Website and the Platform. Sorcly reserves the right to update, remove, suspend of discontinue provision of its services and provision of availability to the Website without notice. Sorcly will not be held liable for any of such cases and their results.
14.4 In case of technical glitches, disruption of Platform service or any other cases where normal use of the Platform is not possible, for whatever reason, Sorcly is not and will not be liable for any losses of whatsoever nature suffered by a User as a result of Platform service disruption.
14.5 In no event will Sorcly, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for:
14.5.1 any special, incidental or consequential damages;
14.5.2 the cost of procurement for substitute products or services;
14.5.3 for interruption of use or loss or corruption of data; or
14.5.4 for any amounts that exceed the fees paid by You to Sorcly under this agreement prior to the cause of action.
14.5.5 Sorcly shall have no liability for any failure or delay due to matters beyond their reasonable control.
14.6 The above shall not apply to the extent prohibited by applicable law.
15. GENERAL REPRESENTATION AND WARRANTY.
15.1 You represent and warrant that:
15.1.2 Your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.
You agree to indemnify and hold harmless Sorcly, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys' fees, arising out of Your use of the Website, including but not limited to Your violation of this Agreement.
17.1 This Agreement constitutes the entire agreement between Sorcly and You concerning the subject matter hereof and may only be modified by a written amendment signed by an authorised executive of Sorcly, or by the posting by Sorcly of a revised version;
17.2 Except to the extent applicable, if any law provides otherwise, this Agreement, any access to or use of the Website will be governed by the laws of England and Wales, excluding its conflict of law provisions;
17.3 The proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Delhi, India;
17.4 Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration of Delhi India.
17.5 The arbitration shall take place in Delhi, India, in the English language and the arbitral decision may be enforced in any court.
17.6 The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.
17.7 If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent, and the remaining portions will remain in full force and effect.
17.8 A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof;
17.9 You may not assign Your rights under this Agreement to any party. Sorcly may assign its rights under this Agreement without condition;
17.10 All content processed through the Sorcly Website is monitored by us. Your personal information may be stored by us for use by third parties. Sorcly is a data controller for purposes of the GDPR.
17.11 Neither we nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered on this website for any purpose.
17.12 You acknowledge that such information and materials may contain inaccuracies or errors and we expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
17.13 Your use of any information or materials on this website is entirely at your own risk, for which we shall not be liable. It shall be your own responsibility to ensure that any products, services or information available through this website meet your specific requirements.
17.15 This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.